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  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 2/02/07  Fortress Investment Group LLC     S-1/A                 27:1804                                   Capital Printing...01/FA

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Pre-Effective Amendment to Registration Statement   HTML  6,804K 
                          (General Form)                                         
 2: EX-1.1      Form of Underwriting Agreement                      HTML    130K 
 3: EX-3.2      Cert. of Amndmnt. to Cert. of Form. of the Rgstnt.  HTML     11K 
 4: EX-3.3      2nd Amended &Amp; Restated Limited Liability        HTML    401K 
                          Agreement                                              
 5: EX-4.1      Specimen Cert Evidencing Registrant's Class A Shrs  HTML      8K 
 6: EX-4.2      Form of Sharehdrs. Agr. by and Amg. the Registrant  HTML    157K 
 7: EX-5.1      Opin. of Skadden, Arps, Slate, Meagher &Amp; Flom   HTML     15K 
                          Llp                                                    
 8: EX-10.1     Form of Agreement Among Principals                  HTML     64K 
 9: EX-10.2     Omnibus Equity Incentive Plan                       HTML     92K 
10: EX-10.3     Amended and Restated Tax Receivable Agreement       HTML     97K 
11: EX-10.12    Form of Indemnification Agreement                   HTML     49K 
12: EX-10.17    Amended &Amp; Restated Agreement of Foe I Lp        HTML    215K 
13: EX-10.18    Partnership Agmt Fortress Operating Entity Ii Lp    HTML    212K 
14: EX-10.19    Amended and Restated Agreement of Foe Iii Lp        HTML    211K 
15: EX-10.20    Amnd. &Amp; Restd. Agrmnt. of Principal Holdings I  HTML    213K 
                          Lp                                                     
16: EX-10.21    Third Amendment to Amended &Amp; Restated Credit    HTML     60K 
                          Agr.                                                   
17: EX-10.22    Fourth Amendment to Amended &Amp; Restated Credit   HTML     55K 
                          Agr.                                                   
18: EX-10.23    Form of Exchange Agreement                          HTML     79K 
19: EX-10.24    Employment Agreement With Dan Bass                  HTML     83K 
20: EX-21.1     List of Subsidiaries                                HTML     54K 
21: EX-23.2     Consent of Ernst &Amp; Young Llp                    HTML     11K 
22: EX-99.1     Consent of Fredric B. Garonzik                      HTML      9K 
23: EX-99.2     Consent of Richard N. Haass                         HTML      9K 
24: EX-99.3     Consent of Douglas L. Jacobs                        HTML      9K 
25: EX-99.4     Consent of Daniel H. Mudd                           HTML      9K 
26: EX-99.5     Consent of Howard Rubin                             HTML      9K 
27: EX-99.6     Consent of Takumi Shibata                           HTML      9K 

As filed with the Securities and Exchange Commission on February 2, 2007

Registration No. 333-138514

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 3
to

FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

FORTRESS INVESTMENT GROUP LLC

(Exact name of registrant as specified in its charter)

Delaware			6282			20-5837959
(State or Other Jurisdiction of Incorporation or Organization)			(Primary Standard Industrial Classification Code Number)			(I.R.S. Employer Identification No.)
			1345 Avenue of the Americas 46th Floor New York, New York 10105 (212) 798-6100

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s
Principal Executive Offices)

Alan Chesick, Esq.
General Counsel
Fortress Investment Group LLC
1345 Avenue of the Americas
46^th Floor
New York, New York 10105
(212) 798-6100

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

			Copies to:
Joseph A. Coco, Esq. Skadden,   Arps,  Slate,  Meagher  &  Flom  LLP Four Times Square New York, New York 10036-6522 (212) 735-3000						Edward F. Petrosky, Esq. J. Gerard Cummins, Esq. Sidley Austin LLP 787 Seventh Avenue New York, New York 10019 (212) 839-5300

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.   

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of earlier effective registration statement for the same offering.

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and we are not soliciting offers to buy these securities, in any state or other jurisdiction where the offer or sale is not permitted.

Subject to completion, dated February 2, 2007.

PROSPECTUS

Fortress Investment Group LLC

34,286,000 Class A Shares
Representing Class A Limited Liability Company Interests

This is the initial public offering of our Class A shares representing Class A limited liability company interests. We are selling all of the Class A shares in this offering. None of our five principals will be selling any shares in this offering.

Prior to this offering there has been no public market for our Class A shares. It is currently estimated that the public offering price per Class A share will be between $16.50 and $18.50. We have applied to list our Class A shares on the New York Stock Exchange under the symbol ‘‘FIG’’.

Our five principals will own all of our outstanding Class B shares representing Class B limited liability company interests upon completion of this offering. Holders of our Class B shares will vote together with holders of our Class A shares on all matters to be voted on by our shareholders generally. All shareholders will be entitled to one vote per share. Accordingly, following this offering, our principals will hold approximately 77.7% of the total combined voting power of our outstanding Class A and Class B shares and will be able to exercise control over all matters requiring shareholder approval. In addition, our principals will have certain approval rights with respect to several extraordinary matters or structural changes. See ‘‘Description of Shares’’ beginning on page  199.

			Per Class A Share			Total
Initial public offering price			$			$
Underwriting discount			$			$
Proceeds to us (before expenses)			$			$

To the extent that the underwriters sell more than 34,286,000 Class A shares, the underwriters have the option to purchase up to an additional 5,142,900 Class A shares from us at the initial public offering price less the underwriting discount.

Investing in our Class A shares involves a high degree of risk. See ‘‘Risk Factors’’ beginning on page 30.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the Class A shares against payment in New York, New York on                 , 2007.

Goldman, Sachs & Co.						Lehman Brothers
Banc of America Securities LLC			Citigroup			Deutsche Bank Securities

Bear, Stearns & Co. Inc.     Lazard Capital Markets     Merrill Lynch & Co.     Morgan Stanley     Wells Fargo Securities

                , 2007

As used in this prospectus, unless the context otherwise requires:

‘‘Assets Under Management’’, or ‘‘AUM’’, refers to the assets we manage, including capital we have the right to call from our investors pursuant to their capital commitments to various funds. Our AUM equals the sum of:

	(i)	the net asset value, or ‘‘NAV’’, of our private equity funds plus the capital that we are entitled to call from investors in the private equity funds pursuant to the terms of their capital commitments to those funds;

	(ii)	the NAV of our hedge funds; and

	(iii)	the market capitalization of the common stock of each of our publicly traded alternative investment vehicles, which we refer to as our Castles.

We earn management fees pursuant to management agreements on a basis which varies from Fortress Fund to Fortress Fund (e.g. any of ‘‘net asset value’’, ‘‘capital commitments’’, ‘‘invested equity’’ or ‘‘gross equity’’, each as defined in the applicable management agreement, may form the basis for a management fee calculation). Our calculation of AUM may differ from the calculations of other asset managers and, as a result, this measure may not be comparable to similar measures presented by other asset managers. Our AUM measure includes, for instance, assets under management for which we charge either no or nominal fees, generally related to our principal investments in funds as well as investments in funds by our principals and employees. Our definition of AUM is not based on any definition of assets under management contained in our operating agreement or in any of our Fortress Fund management agreements.

‘‘Fortress’’, ‘‘we’’, ‘‘us’’, ‘‘our’’, and the ‘‘company’’ refer, (i) following the consummation of this offering and related transactions, collectively, to Fortress Investment Group LLC and its subsidiaries, including the Fortress Operating Group and all of its subsidiaries, and, (ii) prior to the completion of this offering and related transactions, to the Fortress Operating Group and all of its subsidiaries, in each case not including funds that, prior to the consummation of this offering, were consolidated funds, except with respect to our historical financial statements and discussion thereof unless otherwise specified.

‘‘Fortress Funds’’ and ‘‘our funds’’ refers to the private investment funds and alternative asset companies which are managed by the Fortress Operating Group.

‘‘Fortress Operating Group’’ refers to the combined entities (which prior to the completion of the Nomura transaction described in ‘‘Prospectus Summary—Nomura Transaction’’ were wholly-owned by our principals) in each of which Fortress Investment Group LLC acquired an indirect controlling interest upon completion of the Nomura transaction.

‘‘principals’’ refers to Peter Briger, Wesley Edens, Robert Kauffman, Randal Nardone and Michael Novogratz, collectively, who prior to the completion of this offering and the Nomura transaction directly owned 100% of the Fortress Operating Group units and following completion of this offering and the Nomura transaction will own approximately 77.7% of the Fortress Operating Group units and all of the Class B shares, representing approximately 77.7% of the total combined voting power of all of our outstanding Class A and Class B shares.

i

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary sets forth the material terms of this offering, but does not contain all of the information that you should consider before investing in our Class A shares. You should read the entire prospectus carefully, including the section entitled ‘‘Risk Factors’’, our financial statements and the related notes and management’s discussion and analysis thereof included elsewhere in this prospectus, before making an investment decision to purchase our Class A shares. Unless otherwise indicated, the information contained in this prospectus assumes that the underwriters’ option to purchase additional shares is not exercised, assumes that the Class A shares to be sold in this offering are sold at $17.50 per share, the mid-point of the range set forth on the cover page of this prospectus and excludes 102,858 restricted Class A shares and 50,920,503 restricted Class A share units that will be issued to certain employees and directors in connection with this offering.

Our Company

Fortress is a leading global alternative asset manager with approximately $29.9 billion in assets under management as of September 30, 2006. We raise, invest and manage private equity funds, hedge funds and publicly traded alternative investment vehicles. We earn management fees based on the size of our funds, incentive income based on the performance of our funds, and investment income from our principal investments in those funds. We believe our funds have produced consistently superior investment returns. We intend to grow our existing businesses, while continuing to create innovative products to meet the increasing demand of sophisticated investors for superior risk-adjusted investment returns. Investors in the company’s Class A shares should note that:

	•	The company was formed to act as a holding company that will hold interests in a number of limited partnerships we refer to as the Fortress Operating Group. The company and the Fortress principals will share in the profits (and losses) of the Fortress Operating Group in proportion to their ownership interests. Fortress Operating Group units held by the company and the principals will be economically identical in all respects. The principals will receive distributions on their Fortress Operating Group units and will not receive any management fees or incentive fees from our funds.

	•	On January 17, 2007, Nomura Investment Managers U.S.A., Inc., or ‘‘Nomura’’, a subsidiary of Nomura Holdings, acquired for $888.0 million 55,071,450 Class A Shares representing, immediately prior to this offering, 15% of the Fortress Operating Group. The company used the entire proceeds of the issuance to acquire a 15% interest in Fortress Operating Group from Fortress’s principals. Upon completion of this offering, Nomura’s shares will represent approximately 13.7% of the Fortress Operating Group. In connection with the closing, we entered into an Investor Shareholder Agreement pursuant to which we granted Nomura certain demand registration rights. See ‘‘Certain Relationships and Related Party Transactions — Investor Shareholder Agreement.’’

	•	Following the Nomura transaction and this offering, all of Fortress’s business activities will continue to be conducted by, and all of its principal assets will continue to be held by, the Fortress Operating Group.

	•	Upon completion of this offering, Fortress’s principals will directly own approximately 77.7% of the Fortress Operating Group and the holders of Class A shares (including Nomura) will, through their interest in the company, indirectly own approximately 22.3% of the Fortress Operating Group, 8.6% of which will be owned by the public.